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Zimmer Biomet (NYSE: ZBH) SVP Lori Winkler Details RSU Vesting and Tax Withheld Shares

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Zimmer Biomet Holdings senior vice president and chief human resources officer Lori Winkler reported routine equity compensation activity involving restricted stock units (RSUs) tied to the company’s common stock. On 11/28/2025, RSUs covering 56.534 shares and 122.695 shares were settled into common stock at an exercise price of $0 per share, reflecting previously granted awards becoming deliverable. On the same date, 56.534 shares and 122.695 shares of common stock were withheld at a price of $97.52 per share to cover FICA and related tax obligations associated with her retirement eligibility under the terms of those awards. Following these transactions, she directly holds 6,833 shares of common stock, along with remaining RSUs that vest on March 6, 2026, and in two tranches on February 20, 2026 and February 20, 2027.

Positive

  • None.

Negative

  • None.
Insider Winkler Lori
Role SVP and CHRO
Type Security Shares Price Value
Exercise Restricted Stock Units 56.534 $0.00 $0.00
Exercise Restricted Stock Units 122.695 $0.00 $0.00
Exercise Common Stock 56.534 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 56.534 $97.52 $6K
Exercise Common Stock 122.695 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 122.695 $97.52 $12K
Holdings After Transaction: Restricted Stock Units — 5,387.771 shares (Direct); Common Stock — 6,833 shares (Direct)
Footnotes (5)
  1. F1. Represents the number of restricted stock units ("RSUs") having a value sufficient to cover certain tax withholding obligations as described in footnote (2) below.
  2. F2. Represents units withheld from an RSU award held by the reporting person to satisfy FICA and related taxes associated with the retirement eligibility of the reporting person under the terms of such award.
  3. F3. Each RSU represents a contingent right to receive one share of Zimmer Biomet Holdings, Inc. common stock.
  4. F4. The remaining RSUs vest on March 6, 2026.
  5. F5. Of the remaining RSUs, 1,844.636 vest on February 20, 2026 and 1,843.669 vest on February 20, 2027.

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FAQ

What insider transaction did ZIMMER BIOMET HOLDINGS, INC. (ZBH) report?
The report shows SVP and CHRO Lori Winkler settling restricted stock units into common stock and having shares withheld to cover tax-related obligations tied to those awards.

How many ZBH shares were involved in Lori Winkler’s RSU settlement and tax withholding?
On 11/28/2025, RSUs for 56.534 shares and 122.695 shares were settled into common stock at $0 per share, and the same numbers of shares were withheld at $97.52 per share for taxes.

How many ZIMMER BIOMET (ZBH) common shares does Lori Winkler hold after these transactions?
After the reported transactions on 11/28/2025, Lori Winkler directly owns 6,833 shares of Zimmer Biomet Holdings common stock.

What are the key vesting dates for Lori Winkler’s remaining ZBH restricted stock units?
The report states that remaining RSUs vest on March 6, 2026, with additional tranches of 1,844.636 and 1,843.669 RSUs vesting on February 20, 2026 and February 20, 2027, respectively.

Why were ZBH shares withheld from Lori Winkler’s RSU awards?
Shares were withheld from Lori Winkler’s RSU awards to satisfy FICA and related tax withholding obligations associated with her retirement eligibility under the terms of those awards.

What position does the reporting person hold at ZIMMER BIOMET HOLDINGS, INC. (ZBH)?
The reporting person, Lori Winkler, is an officer of Zimmer Biomet Holdings, serving as senior vice president and chief human resources officer.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Winkler Lori
(Last) (First) (Middle)
345 E. MAIN STREET
(Street)
WARSAW IN 46580
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ZIMMER BIOMET HOLDINGS, INC. [ ZBH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP and CHRO
3. Date of Earliest Transaction (Month/Day/Year)
11/28/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/28/2025 M 56.534(1) A $0 6,889.534 D
Common Stock 11/28/2025 F 56.534(2) D $97.52 6,833 D
Common Stock 11/28/2025 M 122.695(1) A $0 6,955.695 D
Common Stock 11/28/2025 F 122.695(2) D $97.52 6,833 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 11/28/2025 M 56.534(1) (4) (4) Common Stock 56.534 $0 1,699.466 D
Restricted Stock Units (3) 11/28/2025 M 122.695(1) (5) (5) Common Stock 122.695 $0 3,688.305 D
Explanation of Responses:
1. Represents the number of restricted stock units ("RSUs") having a value sufficient to cover certain tax withholding obligations as described in footnote (2) below.
2. Represents units withheld from an RSU award held by the reporting person to satisfy FICA and related taxes associated with the retirement eligibility of the reporting person under the terms of such award.
3. Each RSU represents a contingent right to receive one share of Zimmer Biomet Holdings, Inc. common stock.
4. The remaining RSUs vest on March 6, 2026.
5. Of the remaining RSUs, 1,844.636 vest on February 20, 2026 and 1,843.669 vest on February 20, 2027.
/s/ Matthew R. St. Louis, Attorney-in-Fact for Lori Winkler (power of attorney previously filed) 12/03/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR